Common use of Special Covenants With Respect to Equipment and Inventory Clause in Contracts

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's ’s agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence and during the continuation of an Event of Default at the request of Agent (as defined in at the Credit Agreement) or direction of the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this AgreementRequired Lenders), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Agent; (b) if any Inventory is, or becomes, subject to consignment, xxxx and hold, sale or return, sale on approval, or other conditional terms of sale, promptly file UCC financing statements listing the Grantor owning such Inventory as the “Secured Party.” and the consignee of such Inventory as the “Debtor” and properly identifying the Inventory subject to such consignment; provided that the foregoing obligation shall not apply to consignment or similar transactions if the Inventory related thereto is less than $10,000 in value in the aggregate; (ec) subject to Article V of the Credit Agreement, cause each mortgagee of real property owned by a Grantor and each landlord of real property leased by a Grantor to execute and deliver instruments satisfactory in form and substance to Agent (at the direction of the Required Lenders) by which such mortgagee or landlord subordinates its rights, if any, in the Collateral and cause to be delivered by each such landlord collateral access agreements in form and substance satisfactory to Agent (at the direction of the Required Lenders) relating to all Collateral located from time to time on all such leased premises; (d) promptly upon the issuance and delivery to such Grantor of any Negotiable negotiable Document (other than checks that are promptly deposited into a deposit account subject to a perfected Lien in favor of Titlethe Agent securing the Secured Obligations) evidencing a payment obligation in excess of $10,000 or, with respect to any other negotiable Document, promptly upon Agent’s request (at the direction of the Required Lenders), deliver such Negotiable Document to Agent; and (e) with respect to Equipment owned at any time by such Grantor that is covered by a certificate of Title to Secured Partytitle (other than such Equipment having an aggregate value, for all Grantors, of no more than $200,000), promptly file with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction an application requesting the notation of the security interest created hereunder on such certificate of title.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000150,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this AgreementSection 16(a)), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.; (f) each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement; and

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000500,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on in Schedule 4(b) annexed hereto or, upon 30 days' ’ prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when neworder, ordinary wear and tear excepted, and in accordance with such Grantor's ’s past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's ’s cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's ’s agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; and (f) at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such each Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such each Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's Grantors' agents or processors, if the aggregate book value of all such Inventory exceeds $300,000100,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such any Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) III annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) or (d) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements of Company under Section 6.4 of the Credit Agreement relating to maintenance of property); (c) provide prompt written notice to Secured Party of any breach or default by any party to any Assigned Agreement; (d) notify Secured Party of the establishment of any deposit accounts after the date hereof and take such steps as may be reasonably requested by Secured Party to perfect Secured Party's lien therein; (e) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(j) to remain in full force and effect; (f) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the State of Louisiana; (dg) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eh) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering Inventory which, in the ordinary course of business, is in transit either (i) from a supplier to Grantor or (ii) to customers of Grantor), deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) IV annexed hereto or, upon at least 30 days' days prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end other than any obsolete or surplus Equipment or Equipment which is no longer useful. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantorwhich involves loss or damage exceeding $1,000,000 in the aggregate during any Fiscal Year; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventorythereof, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory; provided that nothing in this Section 7 with respect to Inventory being sold in the ordinary course shall require Grantor to maintain records in any manner different from those being maintained by Grantor as of the date hereof (as such Inventorymanner may be revised in the good faith business judgment of Grantor); (d) if any Inventory is in possession or control promptly upon the issuance and delivery to Grantor of any Negotiable Document of Title deliver such Grantor's agents or processors, if the aggregate book value Negotiable Document of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor Title to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) I annexed hereto or, upon 30 days' ’ prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith, or, in accordance with the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements under Section 6.4 of the Credit Agreement relating to maintenance of property); (c) notify Secured Party of the establishment after the date hereof of any deposit accounts in which Secured Party may take a security interest pursuant to applicable law and take such steps as may be requested by Secured Party to perfect Secured Party’s lien therein; (d) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(h) to remain in full force and effect; (e) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's ’s cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the State of Nevada; (df) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such Grantor's ’s agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eg) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) III annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) or (d) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements of Company under Section 6.4 of the Credit Agreement relating to maintenance of property); (c) provide prompt written notice to Secured Party of any breach or default by any party to any Assigned Agreement; (d) notify Secured Party of the establishment of any deposit accounts after the date hereof and take such steps as may be reasonably requested by Secured Party to perfect Secured Party's lien therein; (e) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(j) to remain in full force and effect; (f) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the State of Illinois; (dg) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eh) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering Inventory which, in the ordinary course of business, is in transit either (i) from a supplier to Grantor or (ii) to customers of Grantor), deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor Borrower shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Equipment consisting of laptop computers and other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) I annexed hereto and to the extent permitted by subsection (e) of this Section 7 or, upon 30 thirty (30) days' prior written notice to Secured PartyAgent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) maintain the Equipment or cause the Equipment owned by such Grantor to be maintained in good repair, working order, and preserved in the same condition, repair and working order as when new, condition (ordinary wear and tear excepted), and in accordance with any manufacturer's manual, and make all necessary replacements thereto so that the value and operating efficiency thereof shall at all times be preserved, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor Borrower shall promptly furnish to Secured Party Agent a statement respecting any material loss or damage to any of the Equipment. Borrowers shall not permit any item of Equipment owned by such Grantorto become a fixture to real estate or an accession to other property, and the Equipment is now and shall at all times remain personal property; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantorin accordance with good business practices, including itemizing Borrower's cost therefor and (where applicable) the current list prices for such the Inventory; (d) upon Agent's request, deliver to Agent, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title of any items of Equipment; (e) not, at any time now or hereafter, store any of the Equipment or Inventory with a bailee, warehouseman, or similar party without Agent's prior written consent. The Agent and Borrowers hereby consent to the transfer of up to $1,000,000 in book value of Inventory and up to $1,000,000 of OLV of Equipment (as defined in the Intercreditor Agreement) to a warehouse selected by Borrowers located in California, Singapore or Malaysia; provided, however, that Borrowers shall provide twenty (20) days' prior written notification thereof to the Agent and, at such time, provide financing statements or fixture filings (or foreign equivalents) necessary to perfect the Agent's Liens; and (f) if any Inventory is in possession or control of any of such GrantorBorrower's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Secured PartyAgent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) II annexed hereto or, upon 30 days' ’ prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith, or, in accordance with the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements under Section 6.4 of the Credit Agreement relating to maintenance of property); (c) provide prompt written notice to Secured Party of any material breach or default by any party to any Assigned Agreement; (d) notify Secured Party of the establishment after the date hereof of any deposit accounts in which Secured Party may take a security interest pursuant to applicable law and take such steps as may be requested by Secured Party to perfect Secured Party’s lien therein; (e) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(h) to remain in full force and effect; (f) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's ’s cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the State of Nevada; (dg) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such Grantor's ’s agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eh) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each The Grantor shall: (a) keep Keep the Equipment and Inventory owned by such Grantor (other than as may be sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) annexed I hereto or, upon 30 days' prior written notice to Secured Partythe Agent, at such other places in jurisdictions where the Agent shall have had full and fair opportunity to take all action that may be reasonably necessary or desirable, desirable or that Secured Party the Agent may request, reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby, hereby or to enable Secured Party the Agent to exercise and enforce its rights and remedies hereunder, hereunder with respect to such Equipment and Inventory shall have been takenInventory; (b) cause Cause the Equipment owned by such Grantor to be maintained and preserved in the same a commercially reasonable condition, repair and working order as when neworder, ordinary wear and tear excepted, in accordance with the Grantor's past practices, and shall forthwith, or in the case of any loss or damage to any of the Equipment as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith that are necessary or desirable to such end, in the ordinary course of business and in accordance with such the Grantor's past practices. Each The Grantor shall promptly furnish to Secured Party the Agent simultaneously with the delivery of the financial statements in accordance with Section 5.8(1) of the Credit Agreement a statement respecting any material loss or damage to any of the Equipment owned by Equipment, as a whole, to the extent such Grantormaterial loss or damage is not otherwise reflected in such financial statements; (c) keep correct and accurate Maintain in accordance with the Grantor's past practices commercially reasonable records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if If any Inventory is in possession or control of any of such Grantor's agents the agents, bailees or processors, processors of the Grantor and if the aggregate book value of all such Inventory for all of the Grantor exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.100,000 and

Special Covenants With Respect to Equipment and Inventory. Each Grantor Subject to the terms of the Intercreditor Agreement, Grantors shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) II annexed hereto or, upon 30 days' ’ prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith, or, [in accordance with the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable], as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor Grantors shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) provide prompt written notice to Secured Party of any material breach or default by any party to any Assigned Agreement; (d) notify Secured Party of the establishment after the date hereof of any deposit accounts in which Secured Party may take a security interest pursuant to applicable law and take such steps as may be necessary or appropriate, or requested by Secured Party, to perfect Secured Party’s lien therein and ensure the priority and enforceability thereof; (e) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(h) to remain in full force and effect; (f) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's Grantors’ cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the State of Nevada; (dg) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such either Grantor's ’s agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eh) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by of such Grantor at the places therefor specified on Schedule 4(b) I annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear exceptedmerchantable quality, and shall forthwith, or, in accordance with the case of any loss or damage to any of such Grantor's past practicesEquipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by of such Grantor; (c) keep correct and accurate records of the Inventory owned by of such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) upon the occurrence of an Event of Default, if any Inventory of such Grantor is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000100,000, and in any event event, if so requested by the Secured Party by written notice given upon or after the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this AgreementSection 16(a)), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.; (f) Each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement; and

Special Covenants With Respect to Equipment and Inventory. Each Grantor Borrower shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) annexed SCHEDULE I hereto or, upon 30 days' prior written notice to Secured PartyCollateral Agent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Collateral Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, hereby or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder, hereunder with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such GrantorBorrower's past practices. Each Grantor , and shall promptly furnish to Secured Party a statement respecting forthwith, or in the case of any material loss or damage to any of the Equipment owned by as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith that are necessary or desirable to such Grantorend. Borrower shall promptly furnish to Collateral Agent a statement respecting any loss or damage to any of the Equipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such GrantorBorrower's cost therefor and (where applicable) the current price list prices for such Inventory;; and (d) if any Inventory is in possession or control of any of such GrantorBorrower's agents or processors, if the aggregate book value of all such Inventory exceeds $300,00025,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Collateral Agent and subject to the instructions of Secured PartyCollateral Agent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) I annexed hereto or, upon 30 days' prior written notice to Secured PartyAgent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party Agent a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, processors and in any event upon the occurrence of an Event of Default (as defined in the Amended Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of DefaultEVENT OF DEFAULT" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Secured Party.Agent; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured PartyAgent.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) III annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements of Company under Section 6.4 of the Credit Agreement relating to maintenance of property); (c) provide prompt written notice to Secured Party of any breach or default by any party to any Assigned Agreement; (d) notify Secured Party of the establishment of any deposit accounts after the date hereof and take such steps as may be reasonably requested by Secured Party to perfect Secured Party's lien therein; (e) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(j) to remain in full force and effect; (f) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the State of Nevada; (dg) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eh) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering Inventory which, in the ordinary course of business, is in transit either (i) from a supplier to Grantor or (ii) to customers of Grantor), deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000100,000, and in any event event, if so requested by the Secured Party by written notice given upon or after the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this AgreementSection 16(a)), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; and (f) at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement.

Special Covenants With Respect to Equipment and Inventory. Each Grantor Parent Guarantor shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Equipment consisting of laptop computers and other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) I annexed hereto and to the extent permitted by subsection (e) of this Section 7 or, upon 30 thirty (30) days' prior written notice to Secured PartyAgent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) maintain the Equipment or cause the Equipment owned by such Grantor to be maintained in good repair, working order, and preserved in the same condition, repair and working order as when new, condition (ordinary wear and tear excepted), and in accordance with any manufacturer's manual, and make all necessary replacements thereto so that the value and operating efficiency thereof shall at all times be preserved, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor Parent Guarantor shall promptly furnish to Secured Party Agent a statement respecting any material loss or damage to any of the Equipment. Parent Guarantor shall not permit any item of Equipment owned by such Grantorto become a fixture to real estate or an accession to other property, and the Equipment is now and shall at all times remain personal property; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantorin accordance with good business practices, including itemizing Parent Guarantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) upon Agent's request, deliver to Agent, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title of any items of Equipment; (e) not, at any time now or hereafter, store any of the Equipment or Inventory with a bailee, warehouseman, or similar party without Agent's prior written consent. The Agent and Parent Guarantor hereby consent to the transfer of up to $1,000,000 in book value of Inventory and up to $1,000,000 of OLV of Equipment (as defined in the Intercreditor Agreement) to a warehouse selected by Parent Guarantor located in California, Singapore or Malaysia; provided, however, that Parent Guarantor shall provide twenty (20) days' prior written notification thereof to the Agent and, at such time, provide financing statements or fixture filings (or foreign equivalents) necessary to perfect the Agent's Liens; and (f) if any Inventory is in possession or control of any of such GrantorParent Guarantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Secured PartyAgent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,00050,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this AgreementSection 16(a)), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; (f) each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement; and (g) upon (i) the occurrence and during the continuation of any Event of Default or (ii) the actual or constructive loss (in excess of $100,000 per occurrence) of any Equipment or Inventory, all insurance payments in respect of such Equipment or Inventory shall be paid to and applied by Secured Party as specified in Section 18.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at in the places therefor jurisdictions specified on Schedule 4(b) I annexed hereto or, upon 30 days' prior written notice to Secured ---------- Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000500,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering (i) Inventory with an aggregate value not in excess of $500,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to Grantor, (B) between Grantor's retail locations, or (C) to customers of Grantor), deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor Subsidiary Guarantor shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Equipment consisting of laptop computers and other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) I annexed hereto and to the extent permitted by subsection (e) of this Section 7 or, upon 30 thirty (30) days' prior written notice to Secured PartyAgent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) maintain the Equipment or cause the Equipment owned by such Grantor to be maintained and preserved in the same conditiongood repair, repair and working order as when new, and condition (ordinary wear and tear excepted), and in accordance with any manufacturer's manual, and make all necessary replacements thereto so that the value and operating efficiency thereof shall at all times be preserved, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor Subsidiary Guarantor shall promptly furnish to Secured Party Agent a statement respecting any material loss or damage to any of the Equipment. Subsidiary Guarantor shall not permit any item of Equipment owned by such Grantorto become a fixture to real estate or an accession to other property, and the Equipment is now and shall at all times remain personal property; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantorin accordance with good business practices, including itemizing Subsidiary Guarantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) upon Agent's request, deliver to Agent, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title of any items of Equipment; (e) not, at any time now or hereafter, store any of the Equipment or Inventory with a bailee, warehouseman, or similar party without Agent's prior written consent. The Agent and Subsidiary Guarantor hereby consent to the transfer of up to $1,000,000 in book value of Inventory and up to $1,000,000 of OLV of Equipment (as defined in the Intercreditor Agreement) to a warehouse selected by Subsidiary Guarantor located in California, Singapore or Malaysia; provided, however, that Subsidiary Guarantor shall provide twenty (20) days' prior written notification thereof to the Agent and, at such time, provide financing statements or fixture filings (or foreign equivalents) necessary to perfect the Agent's Liens; and (f) if any Inventory is in possession or control of any of such GrantorSubsidiary Guarantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Secured PartyAgent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken;; provided, that such notice shall not be required for Equipment and Inventory (i) held by any sales representative, so long as the aggregate value of any such Equipment and Inventory held by such sales representative does not exceed $15,000; or (ii) held in any other location if the aggregate value for all Equipment and Inventory held at such location does not exceed $100,000. (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the material Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, 500,000 and in any Exh. XIII-14 event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) at the request of Secured Party, promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; and (f) each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement.

Special Covenants With Respect to Equipment and Inventory. Each Grantor Subsidiary Guarantor shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Equipment consisting of laptop computers and other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) I annexed hereto and to the extent permitted by subsection (e) of this Section 7 or, upon 30 thirty (30) days' prior written notice to Secured PartyAgent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) maintain the Equipment or cause the Equipment owned by such Grantor to be maintained in good repair, working order, and preserved in the same condition, repair and working order as when new, condition (ordinary wear and tear excepted), and in accordance with any manufacturer's manual, and make all necessary replacements thereto so that the value and operating efficiency thereof shall at all times be preserved, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor Subsidiary Guarantor shall promptly furnish to Secured Party Agent a statement respecting any material loss or damage to any of the Equipment. Subsidiary Guarantor shall not permit any item of Equipment owned by such Grantorto become a fixture to real estate or an accession to other property, and the Equipment is now and shall at all times remain personal property; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantorin accordance with good business practices, including itemizing Subsidiary Guarantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) upon Agent's request, deliver to Agent, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title of any items of Equipment; (e) not, at any time now or hereafter, store any of the Equipment or Inventory with a bailee, warehouseman, or similar party without Agent's prior written consent. The Agent and Subsidiary Guarantor hereby consent to the transfer of up to $1,000,000 in book value of Inventory and up to $1,000,000 of OLV of Equipment (as defined in the Intercreditor Agreement) to a warehouse selected by Subsidiary Guarantor located in California, Singapore or Malaysia; provided, however, that Subsidiary Guarantor shall provide twenty (20) days' prior written notification thereof to the Agent and, at such time, provide financing statements or fixture filings (or foreign equivalents) necessary to perfect the Agent's Liens; and (f) if any Inventory is in possession or control of any of such GrantorSubsidiary Guarantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Secured PartyAgent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) II annexed hereto or, upon at least 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same accordance with Grantor's past practices in good condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith, or, in accordance with the case of any loss or damage to any of the Equipment (other than obsolete or surplus Equipment) when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantorthat is material; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventorythereof, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory;therefor; and (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000100,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and an subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Title (other than any one or more Negotiable Document Documents of Title covering (i) Inventory with an aggregate value not in excess of $100,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to Secured Party.Grantor, (B) between the locations specified in Schedule II hereto, or (C)

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the items of Equipment and Inventory owned by such Grantor having a value in excess of $500,000 at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000500,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this AgreementSection 16(a)), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) after an Event of Default has occurred and is continuing, promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; and (f) each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement.

Special Covenants With Respect to Equipment and Inventory. Each Grantor Subsidiary Guarantor shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Equipment consisting of laptop computers and other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) I annexed hereto and to the extent permitted by subsection (e) of this Section 7 or, upon 30 thirty (30) days' prior written notice to Secured PartyAgent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) maintain the Equipment or cause the Equipment owned by such Grantor to be maintained in good repair, working order, and preserved in the same condition, repair and working order as when new, condition (ordinary wear and tear excepted), and in accordance with any manufacturer's manual, and make all necessary replacements thereto so that the value and operating efficiency thereof shall at all times be preserved, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor Subsidiary Guarantor shall promptly furnish to Secured Party Agent a statement respecting any material loss or damage to any of the Equipment. Subsidiary Guarantor shall not permit any item of Equipment owned by such Grantorto become a fixture to real estate or an accession to other property, and the Equipment is now and shall at all times remain personal property; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantorin accordance with good business practices, including itemizing Subsidiary Guarantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) upon Agent's request, deliver to Agent, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title of any items of Equipment; (e) not, at any time now or hereafter, store any of the Equipment or Inventory with a bailee, warehouseman, or similar party without Agent's prior written consent The Agent and Subsidiary Guarantor hereby consent to the transfer of up to $1,000,000 in book value of Inventory and up to $1,000,000 of OLV of Equipment (as defined in the Intercreditor Agreement) to a warehouse selected by Subsidiary Guarantor located in California, Singapore or Malaysia; provided, however, that Subsidiary Guarantor shall provide twenty (20) days' prior written notification thereof to the Agent and, at such time, provide financing statements or fixture filings (or foreign equivalents) necessary to perfect the Agent's Liens; and (f) if any Inventory is in possession or control of any of such GrantorSubsidiary Guarantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Agent and subject to the instructions of Secured PartyAgent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' ’ prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's ’s past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's ’s cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's ’s agents or processors, if the aggregate book value of all such Inventory exceeds $300,00010,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; (f) Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Loan Agreement; and (g) upon (i) the occurrence and during the continuation of any Event of Default or (ii) the actual or constructive loss (in excess of $10,000 per occurrence) of any Equipment or Inventory, all insurance payments in respect of such Equipment or Inventory shall be paid to and applied by Secured Party as specified in Section 18.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) If such Grantor is a Subsidiary Grantor, keep the Equipment and Inventory owned by such Subsidiary Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written provided that such Subsidiary Grantor gives Secured Party notice to Secured Partyof any transfer of Equipment or Inventory within 60 days after such transfer, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) except as otherwise expressly permitted by the Credit Agreement, cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor, but only to the extent that such loss or damage is material to the Equipment owned by Company and its Subsidiaries, taken as a whole; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control notify all of any of such Grantor's agents or processors, if processors possessing or controlling any Inventory and all public warehouses in which Inventory is maintained of the aggregate book value Lien of all Secured Party in such Inventory exceeds $300,000, and in any event Inventory; (e) upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct all agents or processors of such agent Grantor possessing or processor controlling any Inventory and all public warehouses in which Inventory is maintained to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (ef) promptly upon each Grantor shall, at its own expense, maintain insurance with respect to the issuance Equipment and delivery to such Grantor Inventory in accordance with the terms of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Partythe Credit Agreement.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) IV annexed hereto or, upon at least 30 days' days prior written notice to ----------- Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantorequipment which involves loss or damage exceeding $1,000,000 in the aggregate during any Fiscal Year; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventorythereof, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory; provided that -------- nothing in this Section 7 with respect to Inventory being sold in the ordinary course shall require Grantor to maintain records in any manner deferent from those being maintained by Grantor as of the date hereof (as such Inventorymanner may be revised in the good faith of Grantor); (d) if any Inventory is in possession or control promptly upon the issuance and delivery to Grantor of any Negotiable Document of Title deliver such Grantor's agents or processors, if the aggregate book value Negotiable Document of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor Title to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each --------------------------------------------------------- Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b5(b) annexed hereto or, upon 30 days' prior written notice to Secured Party------------- Collateral Agent following any change in location, at such other places in jurisdictions where all action that Collateral Agent may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken, provided that such Grantor may keep -------- Equipment and Inventory at new corporate stores without giving such notice so long as the aggregate fair market value of all Equipment and Inventory with respect to which such notice has not been provided to the Collateral Agent does not exceed $1,000,000 in the aggregate for Holdings and its Subsidiaries (other than Foreign Subsidiaries) taken as a whole; (b) cause the Equipment owned by such Grantor to be maintained and preserved as provided in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any subsection 6.4 of the Equipment owned by such GrantorCredit Agreement; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Collateral Agent and subject to the instructions of Secured Party.Collateral Agent; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering (i) Inventory with an aggregate value not in excess of $ 1,000,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to such Grantor, (B) between the locations specified in Schedule 5(b) hereto, or (C) to ------------- customers of such Grantor), deliver such Negotiable Document of Title to Secured PartyCollateral Agent.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) II annexed hereto or, upon 30 days' prior written notice to Secured PartyCollateral Agent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Collateral Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party Collateral Agent a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000500,000, and in any event upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Collateral Agent and subject to the instructions of Secured Party.Collateral Agent; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering (i) Inventory with an aggregate value not in excess of $500,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to Grantor, (B) between the locations specified in Schedule II hereto, or (C) to customers of Grantor), deliver such Negotiable Document of Title to Secured PartyCollateral Agent.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) III annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) or (d) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements under Section 6.4 of the Credit Agreement relating to maintenance of property); (c) provide prompt written notice to Secured Party of any breach or default by any party to any Assigned Agreement; (d) notify Secured Party of the establishment of any deposit accounts after the date hereof and take such steps as may be reasonably requested by Secured Party to perfect Secured Party's lien therein; (e) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(j) to remain in full force and effect; (f) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventorythe Inventory substantially consistent with the practice of other gaming institutions in connection with their gaming operations in the States of Illinois, Louisiana or Nevada, as the case may be; (dg) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (eh) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering Inventory which, in the ordinary course of business, is in transit either (i) from a supplier to Grantor or (ii) to customers of Grantor), deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto Premises or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith make or cause to be made all repairs, replacements and other improvements in accordance with connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this subsection 7(b) being supplemental to and not exclusive of the requirements under the Note Purchase Agreement and the Deed of Trust relating to maintenance of property); (c) keep correct notify Secured Party of the establishment after the date hereof of any deposit accounts in which Secured Party may take a security interest pursuant to applicable law and accurate records of Inventory owned take such steps as may be requested by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such GrantorSecured Party to perfect Secured Party's cost therefor and (where applicable) the current list prices for such Inventory;lien therein; and (d) if any Inventory is in possession perform all acts that are necessary or control of any of such Grantor's agents or processorsdesirable to cause all licenses, if the aggregate book value of all such Inventory exceeds $300,000permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in which a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor security interest has been conveyed to hold all such Inventory for the account of Secured Party pursuant to subsection 1(h) to remain in full force and subject to the instructions of Secured Partyeffect. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto Premises or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith make or cause to be made all repairs, replacements and other improvements in accordance with connection therewith that are necessary or desirable to such Grantor's past practicesend. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor(the requirements under this SUBSECTION 7(B) being supplemental to and not exclusive of the requirements under the Note Purchase Agreement and the Company Deed of Trust relating to maintenance of property); (c) keep correct notify Secured Party of the establishment after the date hereof of any deposit accounts in which Secured Party may take a security interest pursuant to applicable law and accurate records of Inventory owned take such steps as may be requested by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such GrantorSecured Party to perfect Secured Party's cost therefor and (where applicable) the current list prices for such Inventory;lien therein; and (d) if any Inventory is in possession perform all acts that are necessary or control of any of such Grantor's agents or processorsdesirable to cause all licenses, if the aggregate book value of all such Inventory exceeds $300,000permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights, and agreements in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in which a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor security interest has been conveyed to hold all such Inventory for the account of Secured Party pursuant to SUBSECTION 1(i) to remain in full force and subject to the instructions of Secured Partyeffect. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) II annexed hereto or, upon 30 days' prior written notice to Secured PartyCollateral Agent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Collateral Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party Collateral Agent a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000500,000, and in any event upon the occurrence and during the continuation of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Collateral Agent and subject to the instructions of Secured Party.Collateral Agent; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering (i) Inventory with an aggregate value not in excess of $500,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to Grantor, (B) between the locations specified in Schedule II hereto, or (C) to customers of Grantor), deliver such Negotiable Document of Title to Secured PartyCollateral Agent.

Special Covenants With Respect to Equipment and Inventory. Each Grantor Holding shall: (a) keep the Equipment and Inventory owned by such Grantor (other than Inventory sold in the ordinary course of business) at the places therefor specified on Schedule 4(b) annexed SCHEDULE I hereto or, upon 30 days' prior written notice to Secured PartyCollateral Agent, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party Collateral Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, hereby or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder, hereunder with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such GrantorHolding's past practices. Each Grantor , and shall promptly furnish to Secured Party a statement respecting forthwith, or in the case of any material loss or damage to any of the Equipment owned by as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith that are necessary or desirable to such Grantorend. Holding shall promptly furnish to Collateral Agent a statement respecting any loss or damage to any of the Equipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such GrantorHolding's cost therefor and (where applicable) the current price list prices for such Inventory;; and (d) if any Inventory is in possession or control of any of such GrantorHolding's agents or processors, if the aggregate book value of all such Inventory exceeds $300,00025,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Collateral Agent and subject to the instructions of Secured PartyCollateral Agent. (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b5(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same good condition, repair and working order as when newsufficient for the uses for which the same are being utilized, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, 1,000,000 and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold that all such Inventory for is the account Collateral of Secured Party and subject that such agent or processor is directed to the instructions of deliver such Inventory to Secured Party.Party upon its request; (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party; and (f) each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Financing Documents.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor (other than (i) Equipment and Inventory located at Customer Service Centers and (ii) Inventory which, in the ordinary course of business, is in transit (A) from a supplier to such Grantor, (B) between locations specified on Schedule 4(b), (C) to customers of a Grantor or (D) to or from a Customer Service Center) at the places therefor specified on Schedule SCHEDULE 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the F-11 Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (ed) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, to the extent that the fair market value of all Inventory in respect of which Documents of Title are held by the Grantors exceeds $500,000, deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at in the places therefor jurisdictions specified on Schedule 4(b) I annexed hereto or, upon 30 days' prior written notice to Secured ---------- Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such GrantorEquipment; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000500,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering (i) Inventory with an aggregate value not in excess of $500,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to Grantor, (B) between Grantor's retail locations, or (C) to customers of Grantor), deliver such Negotiable Document of Title to Secured Party.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) If such Grantor is a Subsidiary Grantor or an Additional Grantor, keep the Equipment and Inventory owned by such Subsidiary Grantor at the places therefor specified set forth on Schedule 4(b) annexed attached hereto or, upon 30 days' prior written provided that such -------- Subsidiary Grantor gives the Secured Party notice to Secured Partyof any transfer of Equipment or Inventory within 60 days after such transfer, at such other places in jurisdictions where all action that may be necessary or desirable, or that the Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable the Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken; (b) except as otherwise expressly permitted by the Credit Agreement, cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each , and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end; and Grantor shall promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor, but only to the extent that such loss or damage is material to the Equipment owned by Company and its Subsidiaries, taken as a whole; (c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory; (d) if any Inventory is in possession or control notify all of any of such Grantor's agents or processors, if processors possessing or controlling any Inventory and all public warehouses in which Inventory is maintained of the aggregate book value Lien of all the Secured Party in such Inventory exceeds $300,000, and in any event Inventory; (e) upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct all agents or processors of such agent Grantor possessing or processor controlling any Inventory and all public warehouses in which Inventory is maintained to hold all such Inventory for the account of the Secured Party and subject to the instructions of the Secured Party.; and (ef) promptly upon the issuance and delivery to such Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Partythe Credit Agreement.

Special Covenants With Respect to Equipment and Inventory. Each Grantor shall: (a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b5(b) annexed hereto or, upon 30 days' prior written notice to Secured Party------------- Collateral Agent following any change in location, at such other places in jurisdictions where all action that may be necessary or desirableaction, or that Secured Party Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken, provided that such Grantor -------- may keep Equipment and Inventory at new corporate stores without giving such notice so long as the aggregate fair market value of all Equipment and Inventory with respect to which such notice has not been provided to the Collateral Agent does not exceed $1,000,000 in the aggregate for Holdings and its Subsidiaries (other than Foreign Subsidiaries); (b) cause the Equipment owned by such Grantor to be maintained and preserved as provided in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any subsection 6.4 of the Equipment owned by such GrantorCredit Agreement; (c) keep correct and accurate records of Inventory owned by such Grantorthe Inventory, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such the Inventory; (d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party Collateral Agent and subject to the instructions of Secured Party.Collateral Agent; and (e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of TitleTitle (other than any one or more Negotiable Documents of Title covering (i) Inventory with an aggregate value not in excess of $1,000,000 or (ii) Inventory which, in the ordinary course of business, is in transit either (A) from a supplier to such Grantor, (B) between the locations specified in Schedule 5(b) hereto, or (C) to ------------- customers of such Grantor), deliver such Negotiable Document of Title to Secured PartyCollateral Agent.